EMPLOYMENT AGREEMENT



                         This  EMPLOYMENT  AGREEMENT (the "Agreement") dated as
of  September  13,  1995  between  AUDITS & SURVEYS WORLDWIDE, INC., a Delaware
corporation,  having  an  address  at 650 Avenue of the Americas, New York, New
York  10011  (the  "Company"), and ALAN J. RITTER, an individual residing at 87
Blueberry Lane, Fairfield, Connecticut 06432.


                         W  I  T  N  E  S  S  E  T  H :


                         WHEREAS,  the  Company  desires to employ the Employee
and  the  Employee desires to be employed by the Company and to render services
to  the  Company,  all  upon  the terms and subject to the conditions contained
herein.

                         N O W,  THEREFORE,  in  consideration  of  the  mutual
covenants  and  agreements  contained  herein,  and  other  good  and  valuable
consideration,  the  receipt  and sufficiency of which are hereby acknowledged,
the parties agree as follows:

                         1.    Employment.    Subject to and upon the terms and
conditions  contained  in  this  Agreement, the Company hereby agrees to employ
Employee  and Employee agrees to be employed by the Company, for the period set
forth  in  Paragraph  2 hereof, to render to the Company, its affiliates and/or
subsidiaries the services described in Paragraph 3 hereof.

                         2.    Effectiveness  and  Term.   This Agreement shall
become  effective  upon  the  approval of the Board of Directors of the Company
(the  "Board  Approval").    Employee's term of employment under this Agreement
shall  commence  on  the  date  of  Board  Approval  and  end  three  (3) years
thereafter,  unless  extended  in  writing  as  hereinbelow provided or earlier
terminated  pursuant  to  the  terms  and  conditions  set  forth  herein  (the
"Employment  Term").    Such term shall be extended for successive one (1) year
terms  unless  either  party  hereto  gives  written notice to the other of its
desire  to  terminate  this  Agreement  at  least ninety (90) days prior to the
commencement of any such extension.

                         3.    Duties.  (a)  Employee shall serve as the Senior
Vice President, Controller and Chief Accounting Officer of the Company, subject
to  the  authority  of the Board of Directors and the President of the Company.
Employee  shall  perform all duties and services incident to the positions held
by  him  as  reasonably requested, from time to time, by the Board of Directors
and/or  the  President of the Company including, without limitation, duties and
services  related  to  (i)  supervision  of  the  accounting  department;  (ii)
f i n ancial  information  systems  and  controls;  (iii)  financial  statement
preparation;  (iv) cash management, forecasting and control; and (v) merger and
acquisition matters.

                               (b)   Employee  agrees  to  abide by all By-laws
and policies of the Company promulgated from time to time by the Company.


                                              <PAGE>



                         4.    Exclusive  Services  and Best Efforts.  Employee
agrees  to  devote his best efforts, energies and skill to the discharge of the
duties  and  responsibilities attributable to his position, and to this end, he
will  devote  his  full time and attention during regular business hours to the
business  and  affairs  of  the  Company, subject to the provisions of the last
sentence of subparagraph 10(b) hereof.

                         5.    Compensation.   As compensation for his services
and  covenants  hereunder,  Employee shall receive a salary ("Salary"), payable
pursuant to the Company's normal payroll procedures in place from time to time,
at  the  rate  of  $120,000  per annum less all necessary and required federal,
state  and local payroll deductions, and such bonuses as may be determined from
time to time by the Board of Directors of the Company.

                         6.    Business Expenses.  Employee shall be reimbursed
for,  and  entitled  to  advances  (subject  to repayment to the Company if not
actually  incurred  by  Employee) with respect to, only those business expenses
incurred  by him (a) which are reasonable and necessary for Employee to perform
his  duties  under  this Agreement in accordance with policies established from
time  to  time by the Company and (b) for which Employee has submitted vouchers
and/or receipts.

                         7.    Employee  Benefits.    (a) During the Employment
Term,  Employee  shall be entitled to such insurance, disability and health and
medical  benefits  and  be  entitled to participate in such retirement plans or
programs  as  are  from  time  to  time  generally  made available to executive
employees of the Company pursuant to the policies of the Company; provided that
Employee  shall be required to comply with the conditions attendant to coverage
by  such  plans  and  shall  comply  with  and  be entitled to benefits only in
accordance  with  the  terms  and  conditions  of  such plans.  The Company may
withhold  from  any  benefits payable to Employee all federal, state, local and
other  taxes  and  amounts  as  shall  be  permitted or required to be withheld
pursuant to any applicable law, rule or regulation.

                               (b)   Employee  shall be entitled to vacation in
accordance with the Company's policy in effect for executive staff, which shall
be  taken  at  such  time  or  times  as shall be mutually agreed upon with the
Company.

                         8.    Death  and Disability.  (a)  The Employment Term
shall  terminate  on  the  date  of Employee's death, in which event Employee's
Salary,  reimbursable  expenses and benefits owing to Employee through the date
of Employee's death shall be paid to his estate.  Employee's estate will not be
entitled  to any other compensation upon termination of this Agreement pursuant
to this subparagraph 8(a).  

                               (b)   If,  during  the  Employment  Term, in the
opinion of a duly licensed physician selected by the Company, Employee, because
of  physical or mental illness or incapacity, shall become substantially unable
to  perform  the duties and services required of him under this Agreement for a
period  of  120  consecutive days or 180 days in the aggregate during any nine-
month  period,  the  Company  may,  upon  at least ten (10) days' prior written
notice given at any time after the expiration of such 120 or 180-day period, as
the  case  may  be,  to  Employee  of  its  intention  to  do so, terminate his
employment  as of such date as may be set forth in the notice.  In case of such

                                   -2-<PAGE>



termination,  Employee  shall  be  entitled to receive his Salary, reimbursable
expenses  and  benefits  owing  to  Employee  through  the date of termination.
Employee will not be entitled to any other compensation upon termination of his
employment pursuant to this subparagraph 8(b).

                         9.    Termination.    The  Company  may  terminate the
employment  of Employee for cause, as such term is interpreted by the courts of
New York. Upon such termination, the Company shall be released from any and all
further  obligations  under  this  Agreement,  except that the Company shall be
obligated  to pay Employee his Salary, reimbursable expenses and benefits owing
to Employee through the day on which Employee is terminated.  Employee will not
be  entitled  to  any  other  compensation  upon  termination of this Agreement
pursuant to this Paragraph 9.

                         10.   D i s closure  of  Information  and  Restrictive
Covenant.   Employee acknowledges that, by his employment, he has been and will
be  in  a  confidential  relationship  with the Company and will have access to
confidential information and trade secrets of the Company, its subsidiaries and
affiliates.    Confidential  information and trade secrets include, but are not
limited to, customer, supplier and client lists, panels and interviewers, price
lists,  marketing,  strategies and procedures, operational techniques, business
plans and systems, quality control procedures and systems, special projects and
survey  and  market  research, including projects, research and reports for any
entity  or  client,  and  any  other  records,  files,  drawings,  discoveries,
applications,  data  and information concerning the business of the Company and
its  customers and clients which are not in the public domain.  Employee agrees
that in consideration of the execution of this Agreement by the Company:

                               (a)   Employee will not, during the term of this
Agreement or at any time thereafter, use, or disclose to any third party, trade
secrets  or confidential information of the Company, including, but not limited
to,  confidential  information  or  trade  secrets belonging or relating to the
Company,  its  subsidiaries,  affiliates,  customers and clients or proprietary
procedures  of the Company, its subsidiaries, affiliates customers and clients.
Proprietary  procedures  shall  include,  but  shall  not  be  limited  to, all
information  which  is  known  or intended to be known only by employees of the
C o mpany,  its  subsidiaries  and  affiliates  or  others  in  a  confidential
relationship  with the Company or its subsidiaries and affiliates which relates
to business matters.

                               (b)   Employee will not, during the term of this
Agreement,  directly  or  indirectly,  under any circumstance other than at the
direction  and  for the benefit of the Company, engage in or participate in any
business  activity,  including,  but  not  limited  to,  acting  as a director,
officer, employee, agent, independent contractor, partner, consultant, licensor
o r    l icensee,  franchisor  or  franchisee,  proprietor,  syndicate  member,
shareholder or creditor or with a person having any other relationship with any
other  business,  company,  firm,  occupation  or  business  activity, that is,
directly or indirectly, competitive with any business carried on by the Company
or  any  of  its  subsidiaries or affiliates during the term of this Agreement.
The ownership by Employee of 3% or less of the issued and outstanding shares of
a  class  of securities which is traded on a national securities exchange or in
the   over-the-counter  market,  shall  not  cause  Employee  to  be  deemed  a
shareholder under this subparagraph 10(b) or constitute a breach of Paragraph 4
hereof.

                                                    -3-<PAGE>



                               (c)   Employee will not, during the term of this
Agreement  and  for a period of three (3) years thereafter, on his behalf or on
behalf  of  any  other  business  enterprise, directly or indirectly, under any
circumstance  other  than  at the direction and for the benefit of the Company,
solicit  or  induce any creditor, customer, client, supplier, officer, employee
or  agent  of the Company or any of its subsidiaries or affiliates to sever his
or its relationship with or leave the employ of any of such entities.

                               (d)   Nothing  contained  in  this  Paragraph 10
shall  be  construed  as prohibiting Employee from being engaged by a client or
customer of the Company upon his termination of employment by the Company.

                               (e)   It  is  expressly  agreed by Employee that
the  nature  and  scope  of  each  of  the  provisions  set forth above in this
Paragraph  10  are reasonable and necessary.  If, for any reason, any aspect of
the  above  provisions  as  it  applies to Employee is determined by a court of
competent  jurisdiction  to  be  unreasonable  or unenforceable, the provisions
shall  only  be  modified to the minimum extent required to make the provisions
reasonable  and/or  enforceable, as the case may be.  Employee acknowledges and
agrees  that  his  services are of unique character and expressly grants to the
Company  or  any subsidiary or affiliate of the Company or any successor of any
of them, the right to enforce the above provisions through the use of all reme-
dies  available  at law or in equity, including, but not limited to, injunctive
relief.

                               (f)   This  Paragraph  10  and Paragraphs 11, 12
and 13 hereof shall survive the expiration or termination of this Agreement for
any reason.

                         11.   Company Property.  (a)  Any patents, inventions,
discoveries,  applications  or  processes  designed, devised, planned, applied,
created,  discovered  or  invented  by  Employee  in  the  course of Employee's
employment  under  this  Agreement  and  which  pertain  to  any  aspect of the
Company's  or  its  subsidiaries' or affiliates' business shall be the sole and
absolute  property  of the Company, and Employee shall promptly report the same
to  the Company and promptly execute any and all documents reasonably requested
to assure the Company the full and complete ownership thereof.

                               (b)   A l l  records,  files,  lists,  including
computer  generated  lists,  drawings,  documents,  equipment and similar items
relating to the Company's business which Employee shall prepare or receive from
the  Company  shall  remain  the  Company's  sole and exclusive property.  Upon
termination  of  this  Agreement, Employee shall promptly return to the Company
all  property  of  the  Company in his possession.  Employee further represents
that  he  will not copy or cause to be copied, print out or cause to be printed
out any software, documents or other materials originating with or belonging to
the  Company.    Employee additionally represents that, upon termination of his
employment  with  the  Company,  he  will not retain in his possession any such
software, documents or other materials.

                         12.   Remedy.    It  is mutually understood and agreed
that  Employee's services are special, unique, unusual, extraordinary and of an
intellectual  character  giving them a peculiar value, the loss of which cannot
be  reasonably  or  adequately  compensated  in  damages  in  an action at law.
Accordingly,  in  the  event  of  any  breach  of  this  Agreement by Employee,

                                      -4-<PAGE>



i n c l u d ing,  but  not  limited  to,  the  breach  of  the  non-disclosure,
non-solicitation and non-compete clauses under Paragraph 10 hereof, the Company
shall  be  entitled  to  equitable  relief by way of injunction or otherwise in
addition  to  any  damages  which  the  Company may be entitled to recover.  In
addition,  the  Company  shall be entitled to reimbursement from Employee, upon
request,  of any and all reasonable attorneys' fees and expenses incurred by it
in enforcing any term or provision of this Agreement.

                         13.   Representations and Warranties of Employee.  (a)
In  order  to  induce the Company to enter into this Agreement, Employee hereby
represents  and warrants to the Company as follows:  (i) Employee has the legal
capacity  and  unrestricted  right to execute and deliver this Agreement and to
perform  all  of  his obligations hereunder; (ii) the execution and delivery of
this  Agreement  by  Employee  and the performance of his obligations hereunder
will  not  violate  or  be  in  conflict  with  any  fiduciary  or  other duty,
instrument,  agreement,  document,  arrangement or other understanding to which
Employee  is  a  party  or by which he is or may be bound or subject; and (iii)
Employee  is not a party to any instrument, agreement, document, arrangement or
other  understanding  with  any  person  (other  than the Company) requiring or
restricting  the  use  or  disclosure  of  any  confidential information or the
provision of any employment, consulting or other services.

                               (b)   Employee  hereby  agrees  to indemnify and
hold  harmless  the Company from and against any and all losses, costs, damages
and  expenses  (including,  without limitation, its reasonable attorneys' fees)
incurred  or  suffered  by the Company resulting from any breach by Employee of
any  of  his  representations  or  warranties  set  forth in subparagraph 13(a)
hereof.

                         14.   Waiver  of  Jury  Trial  and Consent to New York
Jurisdiction  and Venue.  In any action, suit or proceeding in any jurisdiction
brought  against  the  Employee by the Company, or vice versa, the Employee and
the  Company each waive trial by jury.  The Employee hereby consents and agrees
that  the Supreme Court of the State of New York for the County of New York and
the  United  States  District  Court for the Southern District of New York each
shall  have  personal jurisdiction and proper venue with respect to any dispute
between  the  Employee  and  the Company.  In any dispute with the Company, the
Employee  will not raise, and hereby expressly waives, any objection or defense
to any such jurisdiction as an inconvenient forum.

                         15.   Notice.  Except as otherwise expressly provided,
any  notice, request, demand or other communication permitted or required to be
given  under  this  Agreement  shall be in writing, shall be sent by one of the
following  means  to the Employee at his address set forth on the first page of
this Agreement and to the Company at its address set forth on the first page of
this  Agreement,  Attention: Mr. Solomon Dutka, Chief Executive Officer, with a
copy  to Parker Chapin Flattau & Klimpl, 1211 Avenue of the Americas, New York,
New  York  10036, Attention: James Alterbaum, Esq. (or to such other address as
shall  be  designated  hereunder  by  notice  to  the other parties and persons
r e ceiving  copies,  effective  upon  actual  receipt)  and  shall  be  deemed
conclusively  to  have been given:  (i) on the first business day following the
day  timely  deposited  with  Federal  Express  (or  other  equivalent national
overnight  courier)  or  United  States Express Mail, with the cost of delivery
prepaid  or  for  the  account  of  the  sender; (ii) on the fifth business day
following  the  day  duly  sent  by certified or registered United States mail,

                                                   -5-<PAGE>



postage  prepaid and return receipt requested; or (iii) when otherwise actually
received  by  the  addressee  on a business day (or on the next business day if
received after the close of normal business hours or on any non-business day). 

                         16.   I n terpretation,   Headings.      The   parties
acknowledge and agree that the terms and provisions of this Agreement have been
negotiated, shall be construed fairly as to all parties hereto and shall not be
construed  in favor of or against any party.  The section headings contained in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement. 

                         17.   Successors  and  Assigns;  Assignment;  Intended
Beneficiaries.    Neither  this Agreement nor any of Employee's rights, powers,
duties  or  obligations  hereunder may be assigned by Employee.  This Agreement
shall  be  binding  upon and inure to the benefit of Employee and his heirs and
legal  representatives  and  the Company and its successors.  Successors of the
Company  shall  include,  without  limitation,  any corporation or corporations
acquiring,  directly  or  indirectly, all or substantially all of the assets of
the  Company,  whether  by merger, consolidation, purchase, lease or otherwise,
and  such  successor  shall  thereafter be deemed "the Company" for the purpose
hereof. 

                         18.   No  Waiver  by  Action,  Cumulative Rights, Etc.
Any waiver or consent from the Company respecting any term or provision of this
Agreement  or any other aspect of the Employee's conduct or employment shall be
effective  only in the specific instance and for the specific purpose for which
given  and  shall not be deemed, regardless of frequency given, to be a further
or  continuing  waiver  or consent.  The failure or delay of the Company at any
time  or  times  to  require  performance of, or to exercise any of its powers,
rights  or remedies with respect to, any term or provision of this Agreement or
any  other  aspect of the Employee's conduct or employment in no manner (except
as  otherwise  expressly provided herein) shall affect the Company's right at a
later time to enforce any such term or provision.

                         19.   C o u nterparts;   New   York   Governing   Law;
Amendments,   Entire  Agreement.    This  Agreement  may  be  executed  in  two
counterpart copies, each of which may be executed by one of the parties hereto,
but  all  of  which,  when  taken together, shall constitute a single agreement
binding  upon  all of the parties hereto.  This Agreement and all other aspects
of  the  Employee's employment shall be governed by and construed in accordance
with  the applicable laws pertaining in the State of New York (other than those
that  would  defer  to the substantive laws of another jurisdiction).  Each and
every modification and amendment of this Agreement shall be in writing and 













                                                      -6-<PAGE>



signed  by  the  parties hereto, and any waiver of, or consent to any departure
from, any term or provision of this Agreement shall be in writing and signed by
each  affected  party  hereto.  This Agreement contains the entire agreement of
t h e   parties  and  supersedes  all  prior  representations,  agreements  and
understandings,  oral  or  otherwise,  between  the parties with respect to the
matters contained herein.
                         
                   IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.

                                           AUDITS & SURVEYS WORLDWIDE, INC.



                                           By: /s/H. Arthur Bellows, Jr.
                                           -----------------------------
                                           Name:   H. Arthur Bellows, Jr.
                                           Title:  President 


                                           /s/   Alan J. Ritter
                                           -----------------------------
                                                 Alan J. Ritter

































                                                       -7-<PAGE>